COMMERCIAL PURCHASE AND SALE AGREEMENT

(Florida – [COUNTY] County)

[// GUIDANCE: This template is drafted for the purchase and sale of improved or unimproved commercial real property located in Florida. Review carefully and tailor bracketed provisions to the particulars of the transaction.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties. This Commercial Purchase and Sale Agreement (“Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
   1.1. [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE] (“Seller”); and
   1.2. [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE] (“Buyer”).

2. Property. Seller agrees to sell and Buyer agrees to purchase certain real property located at [PROPERTY ADDRESS], more particularly described in Exhibit A (the “Land”), together with:
   (a) all buildings, improvements, fixtures, and appurtenances located thereon (collectively with the Land, the “Real Property”);
   (b) all easements, hereditaments, development rights, mineral and air rights, and other rights appurtenant to the Real Property (the “Appurtenant Rights”); and
   (c) all personal property owned by Seller and used in connection with the Real Property, if any, as listed on Exhibit B (the “Personal Property”) (collectively, the Real Property, Appurtenant Rights, and Personal Property, the “Property”).

3. Consideration. The total purchase price is [PURCHASE PRICE] U.S. Dollars (the “Purchase Price”), payable as set forth in Section 3.

4. Jurisdiction & Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts-of-law principles.

II. DEFINITIONS

The following capitalized terms, in addition to terms defined elsewhere, shall have the meanings set forth below (each, a “Defined Term”). Cross-references are to Sections of this Agreement.

• “ABA Wiring Instructions” – Section 3.1(b)
• “Agreement” – Preamble
• “Appurtenant Rights” – Section 2(b)
• “AS IS Conveyance” – Section 4.4
• “Business Day” – any day other than Saturday, Sunday, or legal holiday in Florida
• “Buyer” – Preamble
• “Closing” – Section 3.4
• “Closing Date” – Section 3.4
• “Closing Documents” – Section 10.3
• “Deposit” – Section 3.1
• “Due Diligence Materials” – Section 3.2(a)
• “Effective Date” – Preamble
• “Environmental Laws” – Section 4.2(h)
• “Escrow Agent” – Section 3.1(a)
• “Inspection Period” – Section 3.2
• “Law” or “Laws” – any federal, state, or local statute, regulation, ordinance, order, or decree
• “Permitted Exceptions” – Section 3.3(c)
• “Phase I Report” – Section 3.2(d)
• “Property” – Section 2
• “Purchase Price” – Section 3
• “Seller” – Preamble
• “Survey” – Section 3.3(b)
• “Title Commitment” – Section 3.3(a)
• “Title Company” – Section 3.3(a)

[// GUIDANCE: Add or remove Defined Terms as appropriate.]

III. OPERATIVE PROVISIONS

3. Purchase Price; Payment Mechanics.
   3.1. Deposit.
   (a) Within three (3) Business Days after the Effective Date, Buyer shall deposit [DEPOSIT AMOUNT] (“Deposit”) with [TITLE/ESCROW COMPANY] (“Escrow Agent”) by wire transfer of immediately available funds.
   (b) The Deposit shall be held in an interest-bearing, FDIC-insured account subject to the escrow instructions attached hereto as Exhibit C. Interest earned shall follow the Deposit.
   (c) The Deposit shall become non-refundable to Buyer upon expiration of the Inspection Period, except as otherwise expressly provided herein, and shall be applied to the Purchase Price at Closing.

3.2. Inspection Period; Due Diligence.
(a) Commencing on the Effective Date and ending at 5:00 p.m. Eastern time on [NUMBER] days thereafter (the “Inspection Period”), Seller shall furnish Buyer with copies of all documents, reports, permits, leases, service contracts, and other materials in Seller’s possession and control relating to the Property, including those listed on Schedule 3.2 (collectively, the “Due Diligence Materials”).
(b) Buyer and its agents shall have reasonable access to the Property during the Inspection Period to conduct physical inspections, surveys, zoning and entitlement reviews, and environmental assessments, all at Buyer’s sole cost and liability, subject to Section 5.3.
(c) Buyer may terminate this Agreement for any or no reason by delivering written notice to Seller and Escrow Agent before expiration of the Inspection Period, whereupon the Deposit shall be returned to Buyer, and neither party shall have further obligation hereunder except those expressly stated to survive termination.
(d) Environmental Assessment. Buyer may obtain, at its expense, a Phase I Environmental Site Assessment prepared in accordance with ASTM E1527-21 (the “Phase I Report”). If the Phase I Report recommends a Phase II subsurface investigation, Buyer may extend the Inspection Period by an additional [NUMBER] days upon written notice and additional deposit of [ADDITIONAL DEPOSIT AMOUNT] with Escrow Agent, which shall be applied to the Purchase Price at Closing.

3.3. Title and Survey.
(a) Within five (5) Business Days after the Effective Date, Seller shall cause [TITLE COMPANY NAME] (the “Title Company”) to deliver to Buyer a commitment for issuance of an ALTA Owner’s Policy of Title Insurance (Form 06-17-06) in the amount of the Purchase Price (the “Title Commitment”), together with legible copies of all exceptions.
(b) Buyer shall obtain, at its option and expense, a current ALTA/NSPS survey of the Land certified to Buyer, Buyer’s lender, and the Title Company (the “Survey”).
(c) Buyer shall have until the later of (i) the end of the Inspection Period or (ii) ten (10) days after receipt of the last-delivered Title Commitment or Survey to object in writing to any title or survey matters (other than those that are Permitted Exceptions). Seller shall have five (5) Business Days to elect in writing whether to cure the objectionable matters. If Seller elects (or is deemed to elect) not to cure, Buyer may either (x) accept the Property subject to such matters or (y) terminate this Agreement and receive a return of the Deposit, as Buyer’s sole remedy. Matters not objected to (or cures accepted) shall be “Permitted Exceptions.”

3.4. Closing.
(a) The consummation of the transaction (“Closing”) shall occur on [CLOSING DATE] (the “Closing Date”) at the offices of the Title Company, or remotely via escrow closing.
(b) At Closing, (i) Buyer shall pay the Purchase Price, less the Deposit, by wire transfer pursuant to Title Company’s ABA wiring instructions; (ii) Seller shall deliver the Closing Documents referenced in Section 10.3; and (iii) Title Company shall record the Closing documents and distribute funds per the closing statement.

IV. REPRESENTATIONS & WARRANTIES

4.1. Mutual Representations. Each party represents and warrants to the other that it:
(a) is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) has full power and authority to execute and perform this Agreement; and
(c) has obtained all requisite consents necessary for execution and performance.

4.2. Seller’s Additional Representations. Seller further represents and warrants to Buyer, as of the Effective Date and again as of Closing:
(a) Title. Seller owns fee simple title to the Real Property, free and clear of all liens other than Permitted Exceptions.
(b) Zoning Compliance. Seller has not received written notice from any governmental authority alleging violation of applicable zoning, land-use, or building codes with respect to the Property that remains uncured.
(c) Condemnation. Seller has received no written notice of pending or threatened condemnation or eminent domain proceedings.
(d) Litigation. No litigation or administrative proceeding is pending or, to Seller’s knowledge, threatened that would materially affect the Property or Seller’s ability to perform.
(e) Leases & Contracts. All leases or other occupancy agreements and all service contracts affecting the Property are listed on Schedule 4.2(e); true and complete copies have been delivered or made available to Buyer.
(f) Foreign Person. Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act (FIRPTA).
(g) Environmental Matters. Except as disclosed in Schedule 4.2(g), Seller has received no written notice from any governmental authority alleging violation of, or liability under, any Environmental Laws in connection with the Property.
(h) Environmental Laws Defined. “Environmental Laws” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; comparable state statutes including the Florida Air and Water Pollution Control Act, and any regulations promulgated thereunder, as each may be amended.

4.3. Buyer’s Additional Representations. Buyer represents and warrants that it has, or will have at Closing, adequate funds to consummate the transaction and has not relied upon any representation not expressly set forth in this Agreement or in the Closing Documents.

4.4. AS IS Conveyance. Except for the express representations and warranties herein, the Property is conveyed and accepted “AS IS, WHERE IS, WITH ALL FAULTS,” and Buyer expressly disclaims reliance on any statements by Seller or its agents not contained in this Agreement.

4.5. Survival. The representations and warranties in Section 4.2 shall survive Closing for a period of [SURVIVAL PERIOD] months; mutual representations in Section 4.1 shall survive indefinitely.

V. COVENANTS & RESTRICTIONS

5.1. Seller’s Covenants Prior to Closing. Until Closing or earlier termination:
(a) Operation. Seller shall operate and maintain the Property in substantially the same manner as prior to the Effective Date.
(b) New Agreements. Seller shall not enter into, modify, or terminate any lease or service contract affecting the Property without Buyer’s prior written consent, which shall not be unreasonably withheld or delayed.
(c) Alterations. No material alterations shall be made to the Property without Buyer’s prior written consent.

5.2. Buyer’s Covenants.
(a) Confidentiality. Buyer shall keep all Due Diligence Materials confidential except as required by Law or to Buyer’s lenders, investors, or consultants who agree to similar confidentiality.
(b) Property Access. Buyer shall restore any portion of the Property disturbed by Buyer’s inspections and shall indemnify Seller against mechanics’ liens arising from Buyer’s activities.

5.3. Notice of Violation. Each party shall promptly notify the other in writing upon receiving knowledge of (i) any actual or threatened litigation relating to the Property or this Agreement, (ii) any condemnation proceedings, or (iii) any environmental or zoning notices.

5.4. Post-Closing Obligations. The covenants in this Section 5 expressly survive Closing as stated herein or as required by their nature.

VI. DEFAULT & REMEDIES

6.1. Buyer Default. If Buyer materially defaults and fails to cure within five (5) Business Days after written notice, Seller may terminate this Agreement and retain the Deposit as agreed liquidated damages and Seller’s sole remedy, except for Buyer obligations that expressly survive termination.

6.2. Seller Default. If Seller materially defaults and fails to cure within five (5) Business Days after written notice, Buyer may either:
(a) seek specific performance of this Agreement (the parties acknowledging the unique nature of real estate), or
(b) terminate this Agreement whereupon the Deposit shall be returned to Buyer and Seller shall reimburse Buyer for its actual third-party out-of-pocket costs, not to exceed [COST REIMBURSEMENT CAP] USD.

6.3. Attorneys’ Fees. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs, including those incurred on appeal and in bankruptcy proceedings.

VII. RISK ALLOCATION

7.1. Indemnification.
(a) Environmental Indemnity by Seller. From and after Closing, Seller shall indemnify, defend, and hold harmless Buyer, its successors and assigns, from and against any claims, losses, costs, damages, and liabilities (including reasonable attorneys’ fees) arising from (i) the presence of Hazardous Substances on, under, or migrating to or from the Property attributable to the period prior to Closing, or (ii) Seller’s breach of Section 4.2(g).
(b) Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless Seller from and against claims arising out of Buyer’s inspections or presence on the Property prior to Closing.

7.2. Limitation of Liability. Except for (i) willful misconduct or fraud, (ii) obligations under Section 7.1, or (iii) matters not lawfully subject to limitation, each party’s aggregate liability under this Agreement shall not exceed [LIABILITY CAP AMOUNT] USD.

7.3. Insurance.
(a) Seller shall maintain insurance at existing levels through Closing.
(b) Buyer shall obtain commercially reasonable liability insurance covering its pre-Closing activities at the Property and name Seller as an additional insured.

7.4. Force Majeure. Neither party shall be liable for delays or failure in performance (other than monetary obligations) due to acts of God, war, terrorism, pandemics, governmental orders, or other events beyond its reasonable control; provided, time for performance shall be extended day-for-day, not to exceed thirty (30) days in the aggregate.

VIII. DISPUTE RESOLUTION

8.1. Governing Law. This Agreement shall be governed by Florida law.

8.2. Forum Selection. Any suit arising under or relating to this Agreement shall be brought exclusively in the state courts located in [COUNTY] County, Florida, and each party consents to such jurisdiction and venue.

8.3. Arbitration (Optional). [OPTIONAL: If the parties elect arbitration, they shall initial below. Upon such election, any dispute shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in [CITY], Florida.]
[SELLER INITIALS: _] [BUYER INITIALS: _]

8.4. Jury Trial Waiver (Optional). [OPTIONAL: EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.]

8.5. Specific Performance & Injunctive Relief. Notwithstanding Section 8.3, each party acknowledges that the Property is unique and that monetary damages may be inadequate; therefore, specific performance or injunctive relief shall be available to compel performance or enjoin breaches of this Agreement.

IX. GENERAL PROVISIONS

9.1. Notices. All notices shall be in writing and deemed given (i) upon receipt if delivered by hand, (ii) one (1) Business Day after deposit with a national overnight courier, or (iii) upon confirmation of transmission if sent by email during normal business hours, to the addresses set forth below (or as later changed by notice).

9.2. Entire Agreement; Merger. This Agreement, including its Exhibits and Schedules, constitutes the entire agreement of the parties, superseding all prior agreements, and may be amended only by a writing signed by both parties.

9.3. Assignment. Neither party may assign this Agreement without the prior written consent of the other, except Buyer may assign to an affiliated special-purpose entity formed to acquire the Property upon written notice to Seller, provided Buyer remains liable as a primary obligor.

9.4. Successors & Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

9.5. Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to achieve its intent to the maximum extent permitted by Law.

9.6. Waiver. No waiver shall be effective unless in writing and signed by the waiving party. A waiver of any breach shall not be construed as a waiver of any other or subsequent breach.

9.7. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and together constitute one instrument. Signatures transmitted electronically (e.g., via PDF or DocuSign®) shall be deemed original signatures.

9.8. Time of the Essence. Time is of the essence with respect to all dates and time periods in this Agreement.

9.9. 1031 Exchange Cooperation. Either party may consummate the transaction as part of a tax-deferred exchange under I.R.C. § 1031 at no cost or liability to the other party.

9.10. Recording Prohibition. Neither party shall record this Agreement or any memorandum thereof without the other party’s prior written consent.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

SELLER:

[SELLER LEGAL NAME]
By: _____
Name: ____
Title: ____

Date: ______

BUYER:

[BUYER LEGAL NAME]
By: _____
Name: ____
Title: ____

Date: ______

NOTARY ACKNOWLEDGMENTS

[// GUIDANCE: Florida requires two subscribing witnesses for deeds conveying real property. Fla. Stat. § 689.01. If this Agreement will also serve as a deed or if a separate special warranty deed is used at Closing, incorporate two witness lines and notarization compliant with that statute.]

EXHIBITS & SCHEDULES (Attach as Appropriate)

Exhibit A – Legal Description of the Land
Exhibit B – Personal Property
Exhibit C – Escrow Instructions
Schedule 3.2 – Due Diligence Materials
Schedule 4.2(e) – Leases & Service Contracts
Schedule 4.2(g) – Environmental Disclosures

[// GUIDANCE: Additional exhibits such as a form of Special Warranty Deed, Bill of Sale, Assignment of Leases, and FIRPTA Affidavit are customarily included in commercial closings. Insert as needed.]